[sheet: Closing Checklist]

Item No.	Category	Description of Deliverable / Condition	SPA Reference	Responsible Party	Counterparty / Recipient	Target Date	Status	Notes / Comments
1	I. Conditions Precedent — Mutual	HSR Act clearance — Expiration or termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, including compliance with DOJ Second Request issued May 8, 2025	Article VII, Section 7.01(a)	Calderwood & Harkness LLP (Howard Bellamy) / Whitfield & Crane LLP (Gabriela Montoya)	Cascade / NovaMart	September–October 2025 (est.)	In Progress	HSR filed April 11, 2025 (tracking no. 1038-00009). Initial waiting period superseded by Second Request issued May 8, 2025. Substantial compliance with Second Request targeted August 2025. Clearance expected September–October 2025. Outside Date: December 31, 2025.
2	I. Conditions Precedent — Mutual	No injunction or restraining order — No order, injunction, or decree by any court of competent jurisdiction or governmental authority preventing consummation of the transaction	Article VII, Section 7.01(b)	Calderwood & Harkness LLP / Calloway, Brandt & Loewe LLP	Cascade / NovaMart / Selling Stockholders	At Closing (Target: October 15, 2025)	Pending	Ongoing monitoring; no current order or injunction identified.
3	I. Conditions Precedent — Mutual	No law — No statute, rule, regulation, or order enacted, entered, or enforced that makes the transaction illegal or otherwise prohibits consummation	Article VII, Section 7.01(c)	Calderwood & Harkness LLP / Calloway, Brandt & Loewe LLP	Cascade / NovaMart	At Closing	Pending	Confirmed at closing via officer certificates.
4	II. Conditions to Cascade's Obligations	Accuracy of NovaMart's and Selling Stockholders' representations and warranties as of signing and closing (bring-down condition)	Article VII, Section 7.02(a)	Calloway, Brandt & Loewe LLP / NovaMart	Cascade	At Closing	Pending	To be confirmed by Officer's Certificate of NovaMart and bring-down due diligence.
5	II. Conditions to Cascade's Obligations	Performance by NovaMart and Selling Stockholders of all covenants required to be performed at or prior to closing, including interim operating covenants under SPA Section 6.01	Article VII, Section 7.02(b)	Calloway, Brandt & Loewe LLP / NovaMart	Cascade	At Closing	In Progress	C&H monitoring NovaMart compliance with interim operating covenants per SPA Section 6.01. Cascade consent required for actions outside ordinary course.
6	II. Conditions to Cascade's Obligations	No Material Adverse Effect — Since the date of the SPA (May 20, 2025), no Material Adverse Effect shall have occurred with respect to NovaMart	Article VII, Section 7.02(c)	Calloway, Brandt & Loewe LLP / NovaMart	Cascade	At Closing	Pending	To be confirmed in Officer's Certificate of NovaMart.
7	II. Conditions to Cascade's Obligations	Officer's Certificate of NovaMart — Certificate of an authorized officer of NovaMart certifying accuracy of representations and warranties, compliance with covenants, and absence of Material Adverse Effect	Article VII, Section 7.02(d)	NovaMart (Douglas Whitfield or Amanda Trevino) / Calloway, Brandt & Loewe LLP	Cascade / Calderwood & Harkness LLP	At Closing	Pending	Form prepared by C&H; to be executed by NovaMart officer at closing.
8	II. Conditions to Cascade's Obligations	Secretary's Certificate of NovaMart — Certificate attaching NovaMart certificate of incorporation, bylaws, stockholder written consent, and incumbency of signing officers	Article VII, Section 7.02(e)	NovaMart / Calloway, Brandt & Loewe LLP	Cascade / Calderwood & Harkness LLP	At Closing	Pending	Form prepared by C&H. Must include certified copy of NovaMart certificate of incorporation and bylaws, stockholder written consent, and incumbency.
9	II. Conditions to Cascade's Obligations	Good Standing Certificate — NovaMart from Delaware Secretary of State	Article VII, Section 7.02(f)	NovaMart / Calloway, Brandt & Loewe LLP	Cascade / Calderwood & Harkness LLP	At Closing (ordered no more than 10 business days prior)	In Progress	Certificate requested from Delaware Secretary of State.
10	II. Conditions to Cascade's Obligations	Good Standing Certificate — NovaMart from Texas Secretary of State	Article VII, Section 7.02(f)	NovaMart / Calloway, Brandt & Loewe LLP	Cascade / Calderwood & Harkness LLP	At Closing (ordered no more than 10 business days prior)	In Progress	Certificate requested from Texas Secretary of State.
11	II. Conditions to Cascade's Obligations	Good Standing Certificate — NovaMart from California Secretary of State	Article VII, Section 7.02(f)	NovaMart / Calloway, Brandt & Loewe LLP	Cascade / Calderwood & Harkness LLP	At Closing (ordered no more than 10 business days prior)	In Progress	Certificate requested from California Secretary of State.
12	II. Conditions to Cascade's Obligations	Good Standing Certificates — NovaMart and subsidiaries from NJ, GA, OH, IL, PA, TN, FL, WA Secretaries of State	Article VII, Section 7.02(f)	NovaMart / Calloway, Brandt & Loewe LLP	Cascade / Calderwood & Harkness LLP	At Closing (ordered no more than 10 business days prior)	In Progress	Certificates requested for remaining states of qualification. See Good Standing Certificates Request Memo.
13	II. Conditions to Cascade's Obligations	FIRPTA Non-Foreign Person Certificate — Certificate of NovaMart (EIN 84-3291547) certifying it is not a 'foreign person' under IRC Section 1445, per Treasury Regulations Section 1.1445-2(b)(2)	Article VII, Section 7.02(g)	NovaMart / Calloway, Brandt & Loewe LLP	Cascade / Calderwood & Harkness LLP (Sylvia Hartwell)	At Closing	Pending	Form prepared by C&H. NovaMart EIN: 84-3291547.
14	II. Conditions to Cascade's Obligations	Stock certificates and executed stock powers — Delivery by each Selling Stockholder of NovaMart stock certificates (or lost certificate affidavits) and executed stock powers for transfer of 100% of NovaMart capital stock to Cascade	Article VII, Section 7.02(h)	Selling Stockholders (Ridgeline Equity Partners, LP; Brindoval Ventures Fund III, LP; Julian Reeves; Priya Narasimhan; other management/employee stockholders) / Calloway, Brandt & Loewe LLP	Cascade / Continental Stocktransfer & Trust, Inc.	At Closing	In Progress	Letters of transmittal distributed to stockholders. Continental Stocktransfer & Trust, Inc. acting as transfer agent. Ownership: Ridgeline 41.2%, Brindoval 22.8%, Julian Reeves 18.5%, Priya Narasimhan 8.3%, other mgmt/employees 9.2%.
15	II. Conditions to Cascade's Obligations	Stockholder Written Consent — Executed written consent of the Selling Stockholders of NovaMart approving the stock purchase transaction under DGCL Section 228	Article VII, Section 7.02(i)	Selling Stockholders / Calloway, Brandt & Loewe LLP	Cascade / Calderwood & Harkness LLP	Prior to or at Closing	In Progress	NovaMart Stockholder Written Consent Solicitation Package distributed by C&H. Requires consent from holders of majority of outstanding shares.
16	II. Conditions to Cascade's Obligations	Joinder Agreements — Executed joinder agreements from any NovaMart stockholder not initially a party to the SPA	Article VII, Section 7.02(j)	NovaMart stockholders / Calloway, Brandt & Loewe LLP	Cascade / Calderwood & Harkness LLP	At Closing	In Progress	Form joinder agreement prepared by C&H.
17	II. Conditions to Cascade's Obligations	Third-party consent — Pinnacle Cloud Solutions Inc. (cloud hosting MSA) change of control consent	Article VII, Section 7.02(k)	NovaMart / Calloway, Brandt & Loewe LLP	Cascade / Calderwood & Harkness LLP	Prior to Closing	In Progress	Consent solicitation letter sent. Key contract — cloud hosting infrastructure.
18	II. Conditions to Cascade's Obligations	Third-party consent — Redline Freight Corp. (logistics agreement) change of control consent	Article VII, Section 7.02(k)	NovaMart / Calloway, Brandt & Loewe LLP	Cascade / Calderwood & Harkness LLP	Prior to Closing	In Progress	Consent solicitation letter sent. Key logistics partner.
19	II. Conditions to Cascade's Obligations	Third-party consent — Arcwave Software LLC (technology license agreement) change of control consent	Article VII, Section 7.02(k)	NovaMart / Calloway, Brandt & Loewe LLP	Cascade / Calderwood & Harkness LLP	Prior to Closing	In Progress	Consent solicitation letter sent. Critical proprietary technology license.
20	II. Conditions to Cascade's Obligations	Third-party consent — Congress Tower Partners LP (HQ lease, Austin, TX) change of control consent	Article VII, Section 7.02(k)	NovaMart / Calloway, Brandt & Loewe LLP	Cascade / Calderwood & Harkness LLP	Prior to Closing	In Progress	Consent solicitation letter sent. HQ lease at 1100 Congress Avenue, Austin, TX.
21	II. Conditions to Cascade's Obligations	Third-party consent — Stratton Digital Media Inc. (ad revenue share agreement) change of control consent	Article VII, Section 7.02(k)	NovaMart / Calloway, Brandt & Loewe LLP	Cascade / Calderwood & Harkness LLP	Prior to Closing	In Progress	Consent solicitation letter sent.
22	II. Conditions to Cascade's Obligations	Third-party consent — PayStream Financial Technologies Inc. (payment processing agreement) change of control consent	Article VII, Section 7.02(k)	NovaMart / Calloway, Brandt & Loewe LLP	Cascade / Calderwood & Harkness LLP	Prior to Closing	In Progress	Consent solicitation letter sent. Critical payment infrastructure.
23	II. Conditions to Cascade's Obligations	Third-party consents — Fulfillment center leases (14 facilities) change of control consents	Article VII, Section 7.02(k)	NovaMart / Calloway, Brandt & Loewe LLP	Cascade / Calderwood & Harkness LLP	Prior to Closing	In Progress	Consent solicitation letters distributed to all 14 fulfillment center landlords. See Change of Control Consent Tracker for individual status.
24	II. Conditions to Cascade's Obligations	Third-party consents — Remaining material contracts (~27 additional contracts) change of control consents	Article VII, Section 7.02(k)	NovaMart / Calloway, Brandt & Loewe LLP	Cascade / Calderwood & Harkness LLP	Prior to Closing	In Progress	See Change of Control Consent Tracker (separate document) for full list and status of all ~34 contracts requiring consent.

25	II. Conditions to Cascade's Obligations	Payoff and termination of NovaMart's existing $150,000,000 revolving credit facility with Ashford Savings Bank, N.A. — Delivery of payoff letter, UCC termination statements, and lien releases	Article VII, Section 7.02(l)	NovaMart / Ashford Savings Bank, N.A. / Calloway, Brandt & Loewe LLP	Cascade / Calderwood & Harkness LLP	At Closing	In Progress	Estimated payoff amount: ~$143,200,000 outstanding principal plus accrued interest. Draft payoff letter under negotiation with Ashford Savings Bank. UCC termination statements and lien releases to be delivered at closing.
26	II. Conditions to Cascade's Obligations	Employment Agreement — Julian Reeves — Executed post-closing employment agreement between Cascade and Julian Reeves (3-year term, $625,000 base salary, 75% target bonus, 150,000 restricted Cascade shares vesting over 3 years)	Article VII, Section 7.02(m)	Calderwood & Harkness LLP / Cascade (Ted Langford)	Cascade / Julian Reeves	At or prior to Closing	In Progress	Draft employment agreement under negotiation with Julian Reeves and Calloway, Brandt & Loewe LLP.
27	II. Conditions to Cascade's Obligations	Employment Agreement — Priya Narasimhan — Executed post-closing employment agreement between Cascade and Priya Narasimhan (3-year term, $575,000 base salary, 70% target bonus, 125,000 restricted Cascade shares vesting over 3 years)	Article VII, Section 7.02(n)	Calderwood & Harkness LLP / Cascade (Ted Langford)	Cascade / Priya Narasimhan	At or prior to Closing	In Progress	Draft employment agreement under negotiation with Priya Narasimhan and Calloway, Brandt & Loewe LLP.
28	II. Conditions to Cascade's Obligations	Stockholder Representative Agreement — Executed agreement appointing Ridgeline Equity Partners, LP (through Franklin Osei) as Stockholder Representative for post-closing indemnification, working capital adjustment, and escrow releases	Article VII, Section 7.02(o)	Ridgeline Equity Partners, LP (Franklin Osei) / Calloway, Brandt & Loewe LLP	Cascade / Calderwood & Harkness LLP	At Closing	In Progress	Form agreement prepared by C&H.
29	II. Conditions to Cascade's Obligations	Escrow Agreement — Executed tri-party escrow agreement among Cascade, Ridgeline Equity Partners, LP (as Stockholder Representative), and Marlowe Asset Management Trust Company, N.A. for the $96,000,000 escrow fund (8% of $1,200,000,000 Purchase Price)	Article VII, Section 7.02(p)	Calderwood & Harkness LLP / Calloway, Brandt & Loewe LLP / Marlowe Asset Management Trust Company, N.A. (Patricia Keane)	Cascade / Stockholder Representative / Escrow Agent	At Closing	In Progress	Escrow amount: $96,000,000. Release 24 months post-closing if no pending indemnification claims. Indemnification cap: $216,000,000 (18% of deal value).
30	II. Conditions to Cascade's Obligations	Paying Agent Agreement — Executed agreement with Marlowe Asset Management Trust Company, N.A. acting as paying agent for distribution of closing consideration ($1,104,000,000 net of escrow) to Selling Stockholders	Article VII, Section 7.02(q)	Calderwood & Harkness LLP / Marlowe Asset Management Trust Company, N.A. (Patricia Keane)	Cascade / Selling Stockholders	At Closing	In Progress	Net cash to sellers: $1,200,000,000 − $96,000,000 escrow = $1,104,000,000 (subject to estimated working capital adjustment).
31	II. Conditions to Cascade's Obligations	Estimated Closing Statement and Working Capital Calculation — Delivery by NovaMart of estimated closing statement showing estimated net working capital vs. $78,500,000 target (±$5,000,000 collar)	Article VII, Section 7.02(r); SPA Section 2.04	NovaMart (Douglas Whitfield) / Whitmore & Paige LLP (Sandra Chiu) / Calloway, Brandt & Loewe LLP	Cascade / Calderwood & Harkness LLP	3–5 business days prior to Closing	Pending	Working capital target: $78,500,000. Collar: ±$5,000,000 before true-up adjustment applies. Methodology per Working Capital Methodology Agreement (Exhibit to SPA).
32	II. Conditions to Cascade's Obligations	Bring-Down Due Diligence — Updated litigation, lien, UCC, judgment, and bankruptcy searches as of date immediately preceding closing	Internal C&H Protocol	Calderwood & Harkness LLP (Derek Okonkwo / Tiffany Rosenthal)	Cascade	1–2 business days prior to Closing	Pending	Internal C&H bring-down diligence certificate to be prepared confirming results.
33	III. Conditions to NovaMart's and Selling Stockholders' Obligations	Accuracy of Cascade's representations and warranties as of signing and closing (bring-down condition)	Article VII, Section 7.03(a)	Calderwood & Harkness LLP / Cascade	NovaMart / Selling Stockholders	At Closing	Pending	To be confirmed by Officer's Certificate of Cascade.
34	III. Conditions to NovaMart's and Selling Stockholders' Obligations	Performance by Cascade of all covenants required to be performed at or prior to closing	Article VII, Section 7.03(b)	Calderwood & Harkness LLP / Cascade	NovaMart / Selling Stockholders	At Closing	Pending	Cascade has represented it has sufficient committed financing; SPA is not subject to a financing condition.
35	III. Conditions to NovaMart's and Selling Stockholders' Obligations	Officer's Certificate of Cascade — Certificate of an authorized officer of Cascade certifying accuracy of representations and warranties and compliance with covenants as of closing	Article VII, Section 7.03(c)	Cascade (Rajiv Sundaram or Elena Vasquez-Bright) / Calderwood & Harkness LLP	NovaMart / Calloway, Brandt & Loewe LLP	At Closing	Pending	Form prepared by C&H; to be executed by Cascade officer at closing.
36	III. Conditions to NovaMart's and Selling Stockholders' Obligations	Secretary's Certificate of Cascade — Certificate attaching Cascade certificate of incorporation, bylaws, board resolutions authorizing the transaction (including SPA, financing, and ancillary agreements), and incumbency of signing officers	Article VII, Section 7.03(d)	Cascade / Calderwood & Harkness LLP	NovaMart / Calloway, Brandt & Loewe LLP	At Closing	Pending	Cascade Board Resolutions (Signing) adopted May 20, 2025. Draft Closing Resolutions to be adopted immediately prior to closing.
37	III. Conditions to NovaMart's and Selling Stockholders' Obligations	Payment of Purchase Price — Cascade to deliver aggregate purchase price of $1,200,000,000 ($1,104,000,000 net to Sellers via paying agent; $96,000,000 to escrow agent)	Article VII, Section 7.03(e); SPA Section 2.02	Cascade (Rajiv Sundaram) / Calderwood & Harkness LLP	Selling Stockholders (via Marlowe Asset Management Trust Company, N.A. as paying agent) / Marlowe Asset Management Trust Company, N.A. (as escrow agent)	At Closing	Pending	Sources: $750M Term Loan B (Cornerstone National Bank / Caluvori Capital Partners); $200M revolver draw (existing $500M facility with Cornerstone National Bank); $250M cash on hand. See Funds Flow Memorandum.
38	IV. Financing Deliverables	Term Loan B Credit Agreement — Execution of $750,000,000 Senior Secured Term Loan B credit agreement with Cornerstone National Bank, N.A. as Administrative Agent (SOFR + 275 bps, 7-year maturity, 1% annual amortization)	SPA Section 6.10; Commitment Letter CL-2025-0515-CRNB	Calderwood & Harkness LLP / Cornerstone National Bank, N.A. (Robert Frankel) / Caluvori Capital Partners, Inc. (Irene Matsuda)	Cascade / Lenders	At or prior to Closing	In Progress	Commitment letter dated May 15, 2025. Draft credit agreement under negotiation. OID: 1.5% ($11,250,000). No financing condition in SPA.
39	IV. Financing Deliverables	Guarantee and Collateral Agreement — Execution of pledge and security agreement granting first-priority security interest in substantially all assets to Cornerstone National Bank, N.A. as Collateral Agent (NovaMart and subsidiaries as guarantors post-closing)	Term Loan B Credit Agreement	Calderwood & Harkness LLP / Cornerstone National Bank, N.A.	Cascade / NovaMart (post-closing) / Lenders	At Closing	In Progress	Draft under negotiation.
40	IV. Financing Deliverables	Revolver Amendment — Execution of amendment to Cascade's existing $500,000,000 revolving credit facility with Cornerstone National Bank, N.A. permitting the NovaMart acquisition, incurrence of Term Loan B, and $200,000,000 draw at closing	Existing Revolver; SPA Section 6.10	Calderwood & Harkness LLP / Cornerstone National Bank, N.A. (Robert Frankel)	Cascade / Lenders	Prior to Closing	In Progress	Existing facility at SOFR + 200 bps, maturing March 2029. Amendment to include updated financial covenants and cross-default provisions.
41	IV. Financing Deliverables	Funding of Term Loan B — $750,000,000 funded by lenders to Cascade at closing per funds flow memorandum	Term Loan B Credit Agreement	Cornerstone National Bank, N.A. / Caluvori Capital Partners, Inc.	Cascade	At Closing	Pending	Wire instructions per Funds Flow Memorandum (Final Version).
42	IV. Financing Deliverables	Revolver Draw — $200,000,000 drawn under existing revolving credit facility at closing per funds flow memorandum	Existing Revolver (as amended)	Cornerstone National Bank, N.A.	Cascade	At Closing	Pending	Remaining $300M available post-draw under $500M facility.
43	V. Escrow and Funds Flow	Deposit of Escrow Fund — Wire transfer of $96,000,000 to Marlowe Asset Management Trust Company, N.A. escrow account per escrow agreement	SPA Section 2.03; Escrow Agreement	Cascade (Rajiv Sundaram) / Calderwood & Harkness LLP	Marlowe Asset Management Trust Company, N.A. (Patricia Keane)	At Closing	Pending	8% × $1,200,000,000 = $96,000,000. Escrow release 24 months post-closing absent pending claims.
44	V. Escrow and Funds Flow	Payment of net closing consideration to Selling Stockholders — Wire transfer of $1,104,000,000 (subject to working capital adjustment) via Marlowe Asset Management Trust Company, N.A. as paying agent	SPA Section 2.02; Paying Agent Agreement	Cascade / Marlowe Asset Management Trust Company, N.A. (Patricia Keane)	Selling Stockholders (Ridgeline 41.2%, Brindoval 22.8%, Julian Reeves 18.5%, Priya Narasimhan 8.3%, other 9.2%)	At Closing	Pending	Pro rata distribution based on ownership percentages. Letters of transmittal and stock certificates/powers required from each stockholder.
45	V. Escrow and Funds Flow	Payoff of Ashford Savings Bank, N.A. revolving credit facility — Wire transfer of estimated $143,200,000 (outstanding principal plus accrued interest) per payoff letter	SPA Section 6.08; Payoff Letter	Cascade / Calderwood & Harkness LLP	Ashford Savings Bank, N.A.	At Closing	In Progress	NovaMart existing $150M facility to be repaid and terminated at closing. Payoff letter, UCC termination statements, and lien releases to be delivered.
46	V. Escrow and Funds Flow	Payment of estimated transaction costs — Estimated $47,300,000 from Cascade working capital	N/A	Cascade (Rajiv Sundaram)	Various (see breakdown)	At or around Closing	Pending	Breakdown: C&H legal fees $8.2M; Hargrove Mead advisory fee $14.4M (1.2% of deal value); Whitmore & Paige $3.1M; HSR filing fee $2.39M; R&W insurance premium $5.4M; financing OID $11.25M; D&O tail premium $1.8M; misc. $0.76M.
47	V. Escrow and Funds Flow	Funds Flow Memorandum (Final Version) — Finalized and circulated to all parties with confirmed wire instructions	N/A	Calderwood & Harkness LLP (Derek Okonkwo)	All parties (Cascade, Cornerstone National Bank, Marlowe Asset Management Trust Company, Ashford Savings Bank, Selling Stockholders / paying agent)	2–3 business days prior to Closing	In Progress	Sources: $750M TLB + $200M Revolver + $250M Cash = $1,200,000,000. Uses: $1,104,000,000 net to sellers + $96M escrow + ~$143.2M Ashford payoff + ~$47.3M transaction costs.
48	VI. Insurance Deliverables	R&W Insurance Policy — Binding policy from Meridian Specialty Insurance Company (Policy No. MSI-RWI-2025-07832); $216,000,000 limit; $12,000,000 retention; $5,400,000 premium	SPA Section 6.15	Calderwood & Harkness LLP / Northbridge Risk Advisors LLC (Thomas Ellingsen)	Cascade	At or prior to Closing	In Progress	R&W policy limit matches indemnification cap of $216,000,000 (18% of $1.2B). Retention: $12,000,000 (1% of deal value). Premium: $5,400,000 (2.5% of policy limit). Brokered by Northbridge Risk Advisors LLC.
49	VI. Insurance Deliverables	D&O Tail Insurance Policy — 6-year tail policy from Sovereign Assurance Group Ltd. for NovaMart directors and officers	SPA Section 6.07	NovaMart (Amanda Trevino) / Calloway, Brandt & Loewe LLP	NovaMart D&O insureds	At Closing	In Progress	Premium: $1,800,000 (buyer-side cost). 6-year tail from closing date.

50	VI. Insurance Deliverables	Title Insurance — Policies from Ridgecrest Title Group Inc. (underwriter: Janet Morales) for NovaMart-owned real property	SPA Section 7.02	Calderwood & Harkness LLP / Ridgecrest Title Group Inc. (Janet Morales)	Cascade	At or prior to Closing	In Progress	Title commitments and policies for NovaMart-owned real property.
51	VII. Employment and Retention	Key Employee Retention Plan — Cascade to fund $18,000,000 retention pool; $9,000,000 payable at closing, $9,000,000 payable at first anniversary of closing (subject to continued employment)	SPA Section 6.06	Cascade (Ted Langford) / Calderwood & Harkness LLP	Eligible NovaMart key employees (other than Julian Reeves and Priya Narasimhan)	At Closing (first tranche)	In Progress	Individual retention bonus letters to be executed prior to closing. 50/50 vesting split.
52	VIII. Tax Deliverables	Pre-Closing Tax Covenant Compliance — Confirmation that NovaMart has filed all required pre-closing tax returns and made all required tax payments, including estimated FY2024 federal income tax liability of $23,800,000	SPA Section 6.09	NovaMart (Douglas Whitfield) / Calloway, Brandt & Loewe LLP / Whitmore & Paige LLP (Sandra Chiu)	Cascade / Calderwood & Harkness LLP (Sylvia Hartwell)	At Closing	In Progress	Tax nexus states: TX (no state income tax), DE (franchise), CA, NJ, GA, OH, IL, PA, TN, FL, WA. Cascade has review rights over pre-closing tax returns.
53	VIII. Tax Deliverables	Transfer tax payments — Estimated $1,200,000 total, split equally ($600,000 Cascade / $600,000 Sellers)	SPA Section 6.09	Cascade / Selling Stockholders	Applicable state/local tax authorities	At Closing	Pending	Transfer, documentary stamp, and applicable sales taxes per Transfer Tax Analysis Memorandum.
54	IX. Corporate Approvals	Cascade Board Resolutions (Closing) — Adoption of resolutions by Cascade Board ratifying and confirming consummation of the acquisition and related transactions	Article VII, Section 7.03	Cascade (Margaret Alderton / Elena Vasquez-Bright) / Calderwood & Harkness LLP	NovaMart / Calloway, Brandt & Loewe LLP	Immediately prior to Closing	Pending	Signing resolutions adopted May 20, 2025. Closing resolutions in draft.
55	X. Miscellaneous Closing Deliverables	Resignation letters of NovaMart directors and officers (as requested by Cascade)	SPA Section 7.02	NovaMart / Calloway, Brandt & Loewe LLP	Cascade / Calderwood & Harkness LLP	At Closing	Pending	List of directors/officers to resign to be provided by Cascade.
56	X. Miscellaneous Closing Deliverables	Transfer Agent Instructions — Instructions to Continental Stocktransfer & Trust, Inc. to transfer NovaMart stock to Cascade and cancel existing stock certificates	N/A	NovaMart / Calloway, Brandt & Loewe LLP	Continental Stocktransfer & Trust, Inc. / Cascade	At Closing	Pending	Continental Stocktransfer & Trust, Inc. located at 17 Battery Place, Suite 930, New York, NY 10004.
57	X. Miscellaneous Closing Deliverables	IRS Form W-9 — Executed IRS Form W-9 from each Selling Stockholder for payment processing	N/A	Selling Stockholders / Calloway, Brandt & Loewe LLP	Cascade / Marlowe Asset Management Trust Company, N.A.	Prior to or at Closing	In Progress	Required for paying agent to process distributions.
58	X. Miscellaneous Closing Deliverables	Pre-Closing Confirmation — Delivery of final closing binder index and executed signature pages for all closing documents	N/A	Calderwood & Harkness LLP (Derek Okonkwo) / Calloway, Brandt & Loewe LLP (Simone Adesanya)	All parties	At Closing	Pending	Closing binder to be compiled by C&H and CBL post-closing.
SUMMARY	Total Items	58
SUMMARY	Items Complete	0	0.0%
SUMMARY	Items In Progress	31	53.4%
SUMMARY	Items Pending	27	46.6%
SUMMARY	Items Waived	0	0.0%
SUMMARY	Percentage Complete	0.0%

[sheet: Key Dates & Deadlines]

Date	Event / Milestone	SPA / Agreement Reference	Notes
January 20, 2025	Calderwood & Harkness LLP engagement opened	Engagement Letter
February 3, 2025	Cascade Board authorization to pursue acquisition	Board Minutes
February 14, 2025	Letter of Intent executed	LOI
February 18, 2025	Diligence commenced	NDA; Clean Team Protocol
April 11, 2025	HSR filing submitted to FTC/DOJ	SPA Section 6.04	Filing fee: $2,390,000. HSR tracking no. 1038-00009.
May 8, 2025	DOJ Second Request issued	SPA Section 6.04	Initial waiting period (would have expired May 11, 2025) superseded.
May 15, 2025	Commitment Letter for Term Loan B executed	CL-2025-0515-CRNB	$750,000,000 commitment from Cornerstone National Bank and Caluvori Capital Partners.
May 20, 2025	Stock Purchase Agreement signed (Signing Date)	SPA	Purchase Price: $1,200,000,000.
August 2025 (est.)	Expected substantial compliance with DOJ Second Request	SPA Section 6.04	Targeted completion of document production and depositions.
September–October 2025 (est.)	Expected HSR clearance / waiting period expiration	SPA Section 7.01(a)	Clearance from DOJ Antitrust Division.
October 8–10, 2025 (est.)	Estimated Closing Statement and Working Capital Calculation due from NovaMart	SPA Section 2.04; Article VII, Section 7.02(r)	3–5 business days prior to targeted closing date.
October 13, 2025 (est.)	Bring-down due diligence searches completed	Internal C&H Protocol	1–2 business days prior to targeted closing.
October 13, 2025 (est.)	Funds Flow Memorandum (Final Version) circulated with confirmed wire instructions	N/A	2–3 business days prior to targeted closing.
October 15, 2025 (target)	Targeted Closing Date	SPA Article II	Subject to satisfaction or waiver of all conditions precedent.
December 31, 2025	Outside Date — SPA termination right	SPA Section 8.01	Reverse termination fee: $30,000,000 (2.5%); Forward termination fee: $30,000,000 (2.5%).
24 months post-Closing	General reps & warranties survival expiration; Escrow release (if no pending claims)	SPA Article IX; Escrow Agreement	Escrow: $96,000,000. Fundamental reps survive indefinitely; tax reps survive 60 days post-statute of limitations.

[sheet: Responsible Parties]

Organization	Role	Key Contact	Title	Address	Notes
Cascade Retail Holdings Inc.	Buyer	Elena Vasquez-Bright	General Counsel	4500 Elliott Avenue West, Suite 3200, Seattle, WA 98119	EIN: 91-2847653; Nasdaq: CRHI
Cascade Retail Holdings Inc.	Buyer	Rajiv Sundaram	CFO	4500 Elliott Avenue West, Suite 3200, Seattle, WA 98119	Financial lead; fund transfers
Cascade Retail Holdings Inc.	Buyer	Theodore "Ted" Langford	SVP, Corporate Development	4500 Elliott Avenue West, Suite 3200, Seattle, WA 98119	Deal lead
Cascade Retail Holdings Inc.	Buyer	Margaret Alderton	Chairperson of the Board	4500 Elliott Avenue West, Suite 3200, Seattle, WA 98119	Board-level oversight; closing resolutions
NovaMart Global Inc.	Target	Douglas "Doug" Whitfield	CFO	1100 Congress Avenue, Suite 800, Austin, TX 78701	EIN: 84-3291547; Working capital calculation
NovaMart Global Inc.	Target	Amanda Trevino	General Counsel	1100 Congress Avenue, Suite 800, Austin, TX 78701	In-house legal lead
NovaMart Global Inc.	Target — Key Management Stockholder	Julian Reeves	CEO	1100 Congress Avenue, Suite 800, Austin, TX 78701	Selling Stockholder (18.5%); post-closing employment agreement
NovaMart Global Inc.	Target — Key Management Stockholder	Priya Narasimhan	CTO	1100 Congress Avenue, Suite 800, Austin, TX 78701	Selling Stockholder (8.3%); post-closing employment agreement
Calderwood & Harkness LLP	Buyer's Counsel	Harrison Wexford	Responsible Partner, M&A	599 Lexington Avenue, 38th Floor, New York, NY 10022	Lead outside counsel
Calderwood & Harkness LLP	Buyer's Counsel	Derek Okonkwo	Lead Associate, M&A	599 Lexington Avenue, 38th Floor, New York, NY 10022	Day-to-day deal management
Calderwood & Harkness LLP	Buyer's Counsel	Tiffany Rosenthal	Associate, M&A	599 Lexington Avenue, 38th Floor, New York, NY 10022	Bring-down diligence; closing binder
Calderwood & Harkness LLP	Buyer's Counsel — Tax	Sylvia Hartwell	Specialist Partner, Tax	599 Lexington Avenue, 38th Floor, New York, NY 10022	FIRPTA, tax covenants, transfer taxes
Calderwood & Harkness LLP	Buyer's Counsel — Antitrust	Howard Bellamy	Specialist Partner, Antitrust & Competition	599 Lexington Avenue, 38th Floor, New York, NY 10022	HSR / DOJ Second Request
Calloway, Brandt & Loewe LLP	Seller's / Target's Counsel	Richard Calloway	Lead Partner	600 Travis Street, Suite 4500, Houston, TX 77002
Calloway, Brandt & Loewe LLP	Seller's / Target's Counsel	Simone Adesanya	Associate Lead	600 Travis Street, Suite 4500, Houston, TX 77002
Ridgeline Equity Partners, LP	Selling Stockholder (41.2%) / Stockholder Representative	Franklin Osei	Managing Partner	200 Park Avenue South, 14th Floor, New York, NY 10003	EIN: 83-4127896
Brindoval Ventures Fund III, LP	Selling Stockholder (22.8%)	Naomi Katzenbach	General Partner	555 Mission Street, Suite 2900, San Francisco, CA 94105	EIN: 94-6238154
Cornerstone National Bank, N.A.	Administrative Agent / Lead Lender (Term Loan B) / Revolver Agent	Robert Frankel	SVP, Leveraged Finance	227 West Monroe Street, Chicago, IL 60606	$750M TLB; existing $500M revolver agent
Caluvori Capital Partners, Inc.	Co-Lead Arranger / Lender (Term Loan B)	Irene Matsuda	Director	350 California Street, Suite 1800, San Francisco, CA 94104
Marlowe Asset Management Trust Company, N.A.	Escrow Agent / Paying Agent	Patricia Keane	VP, Escrow Services	One Liberty Place, 1650 Market Street, Suite 3600, Philadelphia, PA 19103	$96M escrow; paying agent for $1,104M net consideration
Ashford Savings Bank, N.A.	NovaMart's Existing Lender	$150M revolver to be repaid at closing; est. payoff ~$143.2M
Whitfield & Crane LLP	Outside Antitrust Counsel	Gabriela Montoya	Partner	1200 New Hampshire Avenue NW, Suite 500, Washington, DC 20036	HSR / DOJ Second Request coordination
Whitmore & Paige LLP	Buyer's Accounting / Tax Advisor	Sandra Chiu	Engagement Partner	100 Federal Street, Suite 2500, Boston, MA 02110	Working capital calculation support
Hargrove Mead & Co.	Buyer's Investment Bank	Christopher Dunleavy	Managing Director	383 Madison Avenue, 22nd Floor, New York, NY 10179	Advisory fee: $14,400,000 (1.2% of deal value)

Meridian Specialty Insurance Company	R&W Insurance Carrier	Policy No. MSI-RWI-2025-07832; $216M limit; $12M retention
Northbridge Risk Advisors LLC	R&W Insurance Broker	Thomas Ellingsen	Senior Vice President	125 High Street, Suite 1400, Boston, MA 02110	Premium: $5,400,000
Sovereign Assurance Group Ltd.	D&O Tail Insurance Carrier	6-year tail; premium $1,800,000
Ridgecrest Title Group Inc.	Title Insurance	Janet Morales	Underwriter	NovaMart-owned real property
Continental Stocktransfer & Trust, Inc.	Transfer Agent	17 Battery Place, Suite 930, New York, NY 10004	NovaMart stock transfer
Apex Economics LLC	Economic Consultant	Dr. Henrik Johansson	Economic Consultant	900 G Street NW, Suite 700, Washington, DC 20001	Antitrust economic expert

[sheet: Sources & Uses Summary]

Category	Description	Amount	Notes
SOURCE	Senior Secured Term Loan B — Cornerstone National Bank, N.A. / Caluvori Capital Partners, Inc.	$750,000,000	SOFR + 275 bps; 7-year maturity; 1% annual amortization; OID 1.5% ($11,250,000)
SOURCE	Revolving Credit Facility Draw — Cornerstone National Bank, N.A.	$200,000,000	Existing $500M facility at SOFR + 200 bps; maturing March 2029
SOURCE	Cash on Hand — Cascade Retail Holdings Inc.	$250,000,000	From Cascade balance sheet
SOURCE	TOTAL SOURCES	$1,200,000,000	= $750,000,000 + $200,000,000 + $250,000,000
USE	Net Cash Consideration to Selling Stockholders (via paying agent)	$1,104,000,000	$1,200,000,000 − $96,000,000 escrow; subject to working capital adjustment
USE	Escrow Deposit — Marlowe Asset Management Trust Company, N.A.	$96,000,000	8% of $1,200,000,000 Purchase Price
USE	TOTAL PURCHASE PRICE USES	$1,200,000,000	= $1,104,000,000 + $96,000,000
USE (Other)	Ashford Savings Bank, N.A. Payoff (est.)	$143,200,000	Outstanding principal plus accrued interest on NovaMart $150M revolver
USE (Other)	Estimated Transaction Costs (Buyer)	$47,300,000	Funded from Cascade working capital; see breakdown below
TRANSACTION COST	Calderwood & Harkness LLP legal fees	$8,200,000
TRANSACTION COST	Hargrove Mead & Co. advisory fee	$14,400,000	1.2% × $1,200,000,000
TRANSACTION COST	Whitmore & Paige LLP accounting/tax advisory	$3,100,000
TRANSACTION COST	HSR filing fee	$2,390,000	Per FTC fee schedule
TRANSACTION COST	R&W insurance premium (Meridian Specialty Insurance Company)	$5,400,000	2.5% × $216,000,000 policy limit
TRANSACTION COST	Financing fees / OID (Term Loan B)	$11,250,000	1.5% × $750,000,000
TRANSACTION COST	D&O tail premium (Sovereign Assurance Group Ltd.)	$1,800,000	6-year tail policy
TRANSACTION COST	Miscellaneous (title, transfer, filing)	$760,000
TRANSACTION COST	TOTAL ESTIMATED TRANSACTION COSTS	$47,300,000	= $8,200,000 + $14,400,000 + $3,100,000 + $2,390,000 + $5,400,000 + $11,250,000 + $1,800,000 + $760,000
VERIFICATION	Total Sources	$1,200,000,000	= Total Purchase Price Uses; transaction costs and Ashford payoff funded separately from Cascade working capital
VERIFICATION	Total Purchase Price Uses	$1,200,000,000	Sources = Uses (balanced)

[sheet: Closing Checklist]
Item No. | Category | Description of Deliverable / Condition | SPA Reference | Responsible Party | Counterparty / Recipient | Target Date | Status | Notes / Comments
1 | I. Conditions Precedent — Mutual | HSR Act clearance — Expiration or termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, including compliance with DOJ Second Request issued May 8, 2025 | Article VII, Section 7.01(a) | Calderwood & Harkness LLP (Howard Bellamy) / Whitfield & Crane LLP (Gabriela Montoya) | Cascade / NovaMart | September–October 2025 (est.) | In Progress | HSR filed April 11, 2025 (tracking no. 1038-00009). Initial waiting period superseded by Second Request issued May 8, 2025. Substantial compliance with Second Request targeted August 2025. Clearance expected September–October 2025. Outside Date: December 31, 2025.
2 | I. Conditions Precedent — Mutual | No injunction or restraining order — No order, injunction, or decree by any court of competent jurisdiction or governmental authority preventing consummation of the transaction | Article VII, Section 7.01(b) | Calderwood & Harkness LLP / Calloway, Brandt & Loewe LLP | Cascade / NovaMart / Selling Stockholders | At Closing (Target: October 15, 2025) | Pending | Ongoing monitoring; no current order or injunction identified.
3 | I. Conditions Precedent — Mutual | No law — No statute, rule, regulation, or order enacted, entered, or enforced that makes the transaction illegal or otherwise prohibits consummation | Article VII, Section 7.01(c) | Calderwood & Harkness LLP / Calloway, Brandt & Loewe LLP | Cascade / NovaMart | At Closing | Pending | Confirmed at closing via officer certificates.
4 | II. Conditions to Cascade's Obligations | Accuracy of NovaMart's and Selling Stockholders' representations and warranties as of signing and closing (bring-down condition) | Article VII, Section 7.02(a) | Calloway, Brandt & Loewe LLP / NovaMart | Cascade | At Closing | Pending | To be confirmed by Officer's Certificate of NovaMart and bring-down due diligence.
5 | II. Conditions to Cascade's Obligations | Performance by NovaMart and Selling Stockholders of all covenants required to be performed at or prior to closing, including interim operating covenants under SPA Section 6.01 | Article VII, Section 7.02(b) | Calloway, Brandt & Loewe LLP / NovaMart | Cascade | At Closing | In Progress | C&H monitoring NovaMart compliance with interim operating covenants per SPA Section 6.01. Cascade consent required for actions outside ordinary course.
6 | II. Conditions to Cascade's Obligations | No Material Adverse Effect — Since the date of the SPA (May 20, 2025), no Material Adverse Effect shall have occurred with respect to NovaMart | Article VII, Section 7.02(c) | Calloway, Brandt & Loewe LLP / NovaMart | Cascade | At Closing | Pending | To be confirmed in Officer's Certificate of NovaMart.
7 | II. Conditions to Cascade's Obligations | Officer's Certificate of NovaMart — Certificate of an authorized officer of NovaMart certifying accuracy of representations and warranties, compliance with covenants, and absence of Material Adverse Effect | Article VII, Section 7.02(d) | NovaMart (Douglas Whitfield or Amanda Trevino) / Calloway, Brandt & Loewe LLP | Cascade / Calderwood & Harkness LLP | At Closing | Pending | Form prepared by C&H; to be executed by NovaMart officer at closing.
8 | II. Conditions to Cascade's Obligations | Secretary's Certificate of NovaMart — Certificate attaching NovaMart certificate of incorporation, bylaws, stockholder written consent, and incumbency of signing officers | Article VII, Section 7.02(e) | NovaMart / Calloway, Brandt & Loewe LLP | Cascade / Calderwood & Harkness LLP | At Closing | Pending | Form prepared by C&H. Must include certified copy of NovaMart certificate of incorporation and bylaws, stockholder written consent, and incumbency.
9 | II. Conditions to Cascade's Obligations | Good Standing Certificate — NovaMart from Delaware Secretary of State | Article VII, Section 7.02(f) | NovaMart / Calloway, Brandt & Loewe LLP | Cascade / Calderwood & Harkness LLP | At Closing (ordered no more than 10 business days prior) | In Progress | Certificate requested from Delaware Secretary of State.
10 | II. Conditions to Cascade's Obligations | Good Standing Certificate — NovaMart from Texas Secretary of State | Article VII, Section 7.02(f) | NovaMart / Calloway, Brandt & Loewe LLP | Cascade / Calderwood & Harkness LLP | At Closing (ordered no more than 10 business days prior) | In Progress | Certificate requested from Texas Secretary of State.
11 | II. Conditions to Cascade's Obligations | Good Standing Certificate — NovaMart from California Secretary of State | Article VII, Section 7.02(f) | NovaMart / Calloway, Brandt & Loewe LLP | Cascade / Calderwood & Harkness LLP | At Closing (ordered no more than 10 business days prior) | In Progress | Certificate requested from California Secretary of State.
12 | II. Conditions to Cascade's Obligations | Good Standing Certificates — NovaMart and subsidiaries from NJ, GA, OH, IL, PA, TN, FL, WA Secretaries of State | Article VII, Section 7.02(f) | NovaMart / Calloway, Brandt & Loewe LLP | Cascade / Calderwood & Harkness LLP | At Closing (ordered no more than 10 business days prior) | In Progress | Certificates requested for remaining states of qualification. See Good Standing Certificates Request Memo.
13 | II. Conditions to Cascade's Obligations | FIRPTA Non-Foreign Person Certificate — Certificate of NovaMart (EIN 84-3291547) certifying it is not a 'foreign person' under IRC Section 1445, per Treasury Regulations Section 1.1445-2(b)(2) | Article VII, Section 7.02(g) | NovaMart / Calloway, Brandt & Loewe LLP | Cascade / Calderwood & Harkness LLP (Sylvia Hartwell) | At Closing | Pending | Form prepared by C&H. NovaMart EIN: 84-3291547.
14 | II. Conditions to Cascade's Obligations | Stock certificates and executed stock powers — Delivery by each Selling Stockholder of NovaMart stock certificates (or lost certificate affidavits) and executed stock powers for transfer of 100% of NovaMart capital stock to Cascade | Article VII, Section 7.02(h) | Selling Stockholders (Ridgeline Equity Partners, LP; Brindoval Ventures Fund III, LP; Julian Reeves; Priya Narasimhan; other management/employee stockholders) / Calloway, Brandt & Loewe LLP | Cascade / Continental Stocktransfer & Trust, Inc. | At Closing | In Progress | Letters of transmittal distributed to stockholders. Continental Stocktransfer & Trust, Inc. acting as transfer agent. Ownership: Ridgeline 41.2%, Brindoval 22.8%, Julian Reeves 18.5%, Priya Narasimhan 8.3%, other mgmt/employees 9.2%.
15 | II. Conditions to Cascade's Obligations | Stockholder Written Consent — Executed written consent of the Selling Stockholders of NovaMart approving the stock purchase transaction under DGCL Section 228 | Article VII, Section 7.02(i) | Selling Stockholders / Calloway, Brandt & Loewe LLP | Cascade / Calderwood & Harkness LLP | Prior to or at Closing | In Progress | NovaMart Stockholder Written Consent Solicitation Package distributed by C&H. Requires consent from holders of majority of outstanding shares.
16 | II. Conditions to Cascade's Obligations | Joinder Agreements — Executed joinder agreements from any NovaMart stockholder not initially a party to the SPA | Article VII, Section 7.02(j) | NovaMart stockholders / Calloway, Brandt & Loewe LLP | Cascade / Calderwood & Harkness LLP | At Closing | In Progress | Form joinder agreement prepared by C&H.
17 | II. Conditions to Cascade's Obligations | Third-party consent — Pinnacle Cloud Solutions Inc. (cloud hosting MSA) change of control consent | Article VII, Section 7.02(k) | NovaMart / Calloway, Brandt & Loewe LLP | Cascade / Calderwood & Harkness LLP | Prior to Closing | In Progress | Consent solicitation letter sent. Key contract — cloud hosting infrastructure.
18 | II. Conditions to Cascade's Obligations | Third-party consent — Redline Freight Corp. (logistics agreement) change of control consent | Article VII, Section 7.02(k) | NovaMart / Calloway, Brandt & Loewe LLP | Cascade / Calderwood & Harkness LLP | Prior to Closing | In Progress | Consent solicitation letter sent. Key logistics partner.
19 | II. Conditions to Cascade's Obligations | Third-party consent — Arcwave Software LLC (technology license agreement) change of control consent | Article VII, Section 7.02(k) | NovaMart / Calloway, Brandt & Loewe LLP | Cascade / Calderwood & Harkness LLP | Prior to Closing | In Progress | Consent solicitation letter sent. Critical proprietary technology license.
20 | II. Conditions to Cascade's Obligations | Third-party consent — Congress Tower Partners LP (HQ lease, Austin, TX) change of control consent | Article VII, Section 7.02(k) | NovaMart / Calloway, Brandt & Loewe LLP | Cascade / Calderwood & Harkness LLP | Prior to Closing | In Progress | Consent solicitation letter sent. HQ lease at 1100 Congress Avenue, Austin, TX.
21 | II. Conditions to Cascade's Obligations | Third-party consent — Stratton Digital Media Inc. (ad revenue share agreement) change of control consent | Article VII, Section 7.02(k) | NovaMart / Calloway, Brandt & Loewe LLP | Cascade / Calderwood & Harkness LLP | Prior to Closing | In Progress | Consent solicitation letter sent.
22 | II. Conditions to Cascade's Obligations | Third-party consent — PayStream Financial Technologies Inc. (payment processing agreement) change of control consent | Article VII, Section 7.02(k) | NovaMart / Calloway, Brandt & Loewe LLP | Cascade / Calderwood & Harkness LLP | Prior to Closing | In Progress | Consent solicitation letter sent. Critical payment infrastructure.
23 | II. Conditions to Cascade's Obligations | Third-party consents — Fulfillment center leases (14 facilities) change of control consents | Article VII, Section 7.02(k) | NovaMart / Calloway, Brandt & Loewe LLP | Cascade / Calderwood & Harkness LLP | Prior to Closing | In Progress | Consent solicitation letters distributed to all 14 fulfillment center landlords. See Change of Control Consent Tracker for individual status.
24 | II. Conditions to Cascade's Obligations | Third-party consents — Remaining material contracts (~27 additional contracts) change of control consents | Article VII, Section 7.02(k) | NovaMart / Calloway, Brandt & Loewe LLP | Cascade / Calderwood & Harkness LLP | Prior to Closing | In Progress | See Change of Control Consent Tracker (separate document) for full list and status of all ~34 contracts requiring consent.
25 | II. Conditions to Cascade's Obligations | Payoff and termination of NovaMart's existing $150,000,000 revolving credit facility with Ashford Savings Bank, N.A. — Delivery of payoff letter, UCC termination statements, and lien releases | Article VII, Section 7.02(l) | NovaMart / Ashford Savings Bank, N.A. / Calloway, Brandt & Loewe LLP | Cascade / Calderwood & Harkness LLP | At Closing | In Progress | Estimated payoff amount: ~$143,200,000 outstanding principal plus accrued interest. Draft payoff letter under negotiation with Ashford Savings Bank. UCC termination statements and lien releases to be delivered at closing.
26 | II. Conditions to Cascade's Obligations | Employment Agreement — Julian Reeves — Executed post-closing employment agreement between Cascade and Julian Reeves (3-year term, $625,000 base salary, 75% target bonus, 150,000 restricted Cascade shares vesting over 3 years) | Article VII, Section 7.02(m) | Calderwood & Harkness LLP / Cascade (Ted Langford) | Cascade / Julian Reeves | At or prior to Closing | In Progress | Draft employment agreement under negotiation with Julian Reeves and Calloway, Brandt & Loewe LLP.
27 | II. Conditions to Cascade's Obligations | Employment Agreement — Priya Narasimhan — Executed post-closing employment agreement between Cascade and Priya Narasimhan (3-year term, $575,000 base salary, 70% target bonus, 125,000 restricted Cascade shares vesting over 3 years) | Article VII, Section 7.02(n) | Calderwood & Harkness LLP / Cascade (Ted Langford) | Cascade / Priya Narasimhan | At or prior to Closing | In Progress | Draft employment agreement under negotiation with Priya Narasimhan and Calloway, Brandt & Loewe LLP.
28 | II. Conditions to Cascade's Obligations | Stockholder Representative Agreement — Executed agreement appointing Ridgeline Equity Partners, LP (through Franklin Osei) as Stockholder Representative for post-closing indemnification, working capital adjustment, and escrow releases | Article VII, Section 7.02(o) | Ridgeline Equity Partners, LP (Franklin Osei) / Calloway, Brandt & Loewe LLP | Cascade / Calderwood & Harkness LLP | At Closing | In Progress | Form agreement prepared by C&H.
29 | II. Conditions to Cascade's Obligations | Escrow Agreement — Executed tri-party escrow agreement among Cascade, Ridgeline Equity Partners, LP (as Stockholder Representative), and Marlowe Asset Management Trust Company, N.A. for the $96,000,000 escrow fund (8% of $1,200,000,000 Purchase Price) | Article VII, Section 7.02(p) | Calderwood & Harkness LLP / Calloway, Brandt & Loewe LLP / Marlowe Asset Management Trust Company, N.A. (Patricia Keane) | Cascade / Stockholder Representative / Escrow Agent | At Closing | In Progress | Escrow amount: $96,000,000. Release 24 months post-closing if no pending indemnification claims. Indemnification cap: $216,000,000 (18% of deal value).
30 | II. Conditions to Cascade's Obligations | Paying Agent Agreement — Executed agreement with Marlowe Asset Management Trust Company, N.A. acting as paying agent for distribution of closing consideration ($1,104,000,000 net of escrow) to Selling Stockholders | Article VII, Section 7.02(q) | Calderwood & Harkness LLP / Marlowe Asset Management Trust Company, N.A. (Patricia Keane) | Cascade / Selling Stockholders | At Closing | In Progress | Net cash to sellers: $1,200,000,000 − $96,000,000 escrow = $1,104,000,000 (subject to estimated working capital adjustment).
31 | II. Conditions to Cascade's Obligations | Estimated Closing Statement and Working Capital Calculation — Delivery by NovaMart of estimated closing statement showing estimated net working capital vs. $78,500,000 target (±$5,000,000 collar) | Article VII, Section 7.02(r); SPA Section 2.04 | NovaMart (Douglas Whitfield) / Whitmore & Paige LLP (Sandra Chiu) / Calloway, Brandt & Loewe LLP | Cascade / Calderwood & Harkness LLP | 3–5 business days prior to Closing | Pending | Working capital target: $78,500,000. Collar: ±$5,000,000 before true-up adjustment applies. Methodology per Working Capital Methodology Agreement (Exhibit to SPA).
32 | II. Conditions to Cascade's Obligations | Bring-Down Due Diligence — Updated litigation, lien, UCC, judgment, and bankruptcy searches as of date immediately preceding closing | Internal C&H Protocol | Calderwood & Harkness LLP (Derek Okonkwo / Tiffany Rosenthal) | Cascade | 1–2 business days prior to Closing | Pending | Internal C&H bring-down diligence certificate to be prepared confirming results.
33 | III. Conditions to NovaMart's and Selling Stockholders' Obligations | Accuracy of Cascade's representations and warranties as of signing and closing (bring-down condition) | Article VII, Section 7.03(a) | Calderwood & Harkness LLP / Cascade | NovaMart / Selling Stockholders | At Closing | Pending | To be confirmed by Officer's Certificate of Cascade.
34 | III. Conditions to NovaMart's and Selling Stockholders' Obligations | Performance by Cascade of all covenants required to be performed at or prior to closing | Article VII, Section 7.03(b) | Calderwood & Harkness LLP / Cascade | NovaMart / Selling Stockholders | At Closing | Pending | Cascade has represented it has sufficient committed financing; SPA is not subject to a financing condition.
35 | III. Conditions to NovaMart's and Selling Stockholders' Obligations | Officer's Certificate of Cascade — Certificate of an authorized officer of Cascade certifying accuracy of representations and warranties and compliance with covenants as of closing | Article VII, Section 7.03(c) | Cascade (Rajiv Sundaram or Elena Vasquez-Bright) / Calderwood & Harkness LLP | NovaMart / Calloway, Brandt & Loewe LLP | At Closing | Pending | Form prepared by C&H; to be executed by Cascade officer at closing.
36 | III. Conditions to NovaMart's and Selling Stockholders' Obligations | Secretary's Certificate of Cascade — Certificate attaching Cascade certificate of incorporation, bylaws, board resolutions authorizing the transaction (including SPA, financing, and ancillary agreements), and incumbency of signing officers | Article VII, Section 7.03(d) | Cascade / Calderwood & Harkness LLP | NovaMart / Calloway, Brandt & Loewe LLP | At Closing | Pending | Cascade Board Resolutions (Signing) adopted May 20, 2025. Draft Closing Resolutions to be adopted immediately prior to closing.
37 | III. Conditions to NovaMart's and Selling Stockholders' Obligations | Payment of Purchase Price — Cascade to deliver aggregate purchase price of $1,200,000,000 ($1,104,000,000 net to Sellers via paying agent; $96,000,000 to escrow agent) | Article VII, Section 7.03(e); SPA Section 2.02 | Cascade (Rajiv Sundaram) / Calderwood & Harkness LLP | Selling Stockholders (via Marlowe Asset Management Trust Company, N.A. as paying agent) / Marlowe Asset Management Trust Company, N.A. (as escrow agent) | At Closing | Pending | Sources: $750M Term Loan B (Cornerstone National Bank / Caluvori Capital Partners); $200M revolver draw (existing $500M facility with Cornerstone National Bank); $250M cash on hand. See Funds Flow Memorandum.
38 | IV. Financing Deliverables | Term Loan B Credit Agreement — Execution of $750,000,000 Senior Secured Term Loan B credit agreement with Cornerstone National Bank, N.A. as Administrative Agent (SOFR + 275 bps, 7-year maturity, 1% annual amortization) | SPA Section 6.10; Commitment Letter CL-2025-0515-CRNB | Calderwood & Harkness LLP / Cornerstone National Bank, N.A. (Robert Frankel) / Caluvori Capital Partners, Inc. (Irene Matsuda) | Cascade / Lenders | At or prior to Closing | In Progress | Commitment letter dated May 15, 2025. Draft credit agreement under negotiation. OID: 1.5% ($11,250,000). No financing condition in SPA.
39 | IV. Financing Deliverables | Guarantee and Collateral Agreement — Execution of pledge and security agreement granting first-priority security interest in substantially all assets to Cornerstone National Bank, N.A. as Collateral Agent (NovaMart and subsidiaries as guarantors post-closing) | Term Loan B Credit Agreement | Calderwood & Harkness LLP / Cornerstone National Bank, N.A. | Cascade / NovaMart (post-closing) / Lenders | At Closing | In Progress | Draft under negotiation.
40 | IV. Financing Deliverables | Revolver Amendment — Execution of amendment to Cascade's existing $500,000,000 revolving credit facility with Cornerstone National Bank, N.A. permitting the NovaMart acquisition, incurrence of Term Loan B, and $200,000,000 draw at closing | Existing Revolver; SPA Section 6.10 | Calderwood & Harkness LLP / Cornerstone National Bank, N.A. (Robert Frankel) | Cascade / Lenders | Prior to Closing | In Progress | Existing facility at SOFR + 200 bps, maturing March 2029. Amendment to include updated financial covenants and cross-default provisions.
41 | IV. Financing Deliverables | Funding of Term Loan B — $750,000,000 funded by lenders to Cascade at closing per funds flow memorandum | Term Loan B Credit Agreement | Cornerstone National Bank, N.A. / Caluvori Capital Partners, Inc. | Cascade | At Closing | Pending | Wire instructions per Funds Flow Memorandum (Final Version).
42 | IV. Financing Deliverables | Revolver Draw — $200,000,000 drawn under existing revolving credit facility at closing per funds flow memorandum | Existing Revolver (as amended) | Cornerstone National Bank, N.A. | Cascade | At Closing | Pending | Remaining $300M available post-draw under $500M facility.
43 | V. Escrow and Funds Flow | Deposit of Escrow Fund — Wire transfer of $96,000,000 to Marlowe Asset Management Trust Company, N.A. escrow account per escrow agreement | SPA Section 2.03; Escrow Agreement | Cascade (Rajiv Sundaram) / Calderwood & Harkness LLP | Marlowe Asset Management Trust Company, N.A. (Patricia Keane) | At Closing | Pending | 8% × $1,200,000,000 = $96,000,000. Escrow release 24 months post-closing absent pending claims.
44 | V. Escrow and Funds Flow | Payment of net closing consideration to Selling Stockholders — Wire transfer of $1,104,000,000 (subject to working capital adjustment) via Marlowe Asset Management Trust Company, N.A. as paying agent | SPA Section 2.02; Paying Agent Agreement | Cascade / Marlowe Asset Management Trust Company, N.A. (Patricia Keane) | Selling Stockholders (Ridgeline 41.2%, Brindoval 22.8%, Julian Reeves 18.5%, Priya Narasimhan 8.3%, other 9.2%) | At Closing | Pending | Pro rata distribution based on ownership percentages. Letters of transmittal and stock certificates/powers required from each stockholder.
45 | V. Escrow and Funds Flow | Payoff of Ashford Savings Bank, N.A. revolving credit facility — Wire transfer of estimated $143,200,000 (outstanding principal plus accrued interest) per payoff letter | SPA Section 6.08; Payoff Letter | Cascade / Calderwood & Harkness LLP | Ashford Savings Bank, N.A. | At Closing | In Progress | NovaMart existing $150M facility to be repaid and terminated at closing. Payoff letter, UCC termination statements, and lien releases to be delivered.
46 | V. Escrow and Funds Flow | Payment of estimated transaction costs — Estimated $47,300,000 from Cascade working capital | N/A | Cascade (Rajiv Sundaram) | Various (see breakdown) | At or around Closing | Pending | Breakdown: C&H legal fees $8.2M; Hargrove Mead advisory fee $14.4M (1.2% of deal value); Whitmore & Paige $3.1M; HSR filing fee $2.39M; R&W insurance premium $5.4M; financing OID $11.25M; D&O tail premium $1.8M; misc. $0.76M.
47 | V. Escrow and Funds Flow | Funds Flow Memorandum (Final Version) — Finalized and circulated to all parties with confirmed wire instructions | N/A | Calderwood & Harkness LLP (Derek Okonkwo) | All parties (Cascade, Cornerstone National Bank, Marlowe Asset Management Trust Company, Ashford Savings Bank, Selling Stockholders / paying agent) | 2–3 business days prior to Closing | In Progress | Sources: $750M TLB + $200M Revolver + $250M Cash = $1,200,000,000. Uses: $1,104,000,000 net to sellers + $96M escrow + ~$143.2M Ashford payoff + ~$47.3M transaction costs.
48 | VI. Insurance Deliverables | R&W Insurance Policy — Binding policy from Meridian Specialty Insurance Company (Policy No. MSI-RWI-2025-07832); $216,000,000 limit; $12,000,000 retention; $5,400,000 premium | SPA Section 6.15 | Calderwood & Harkness LLP / Northbridge Risk Advisors LLC (Thomas Ellingsen) | Cascade | At or prior to Closing | In Progress | R&W policy limit matches indemnification cap of $216,000,000 (18% of $1.2B). Retention: $12,000,000 (1% of deal value). Premium: $5,400,000 (2.5% of policy limit). Brokered by Northbridge Risk Advisors LLC.
49 | VI. Insurance Deliverables | D&O Tail Insurance Policy — 6-year tail policy from Sovereign Assurance Group Ltd. for NovaMart directors and officers | SPA Section 6.07 | NovaMart (Amanda Trevino) / Calloway, Brandt & Loewe LLP | NovaMart D&O insureds | At Closing | In Progress | Premium: $1,800,000 (buyer-side cost). 6-year tail from closing date.
50 | VI. Insurance Deliverables | Title Insurance — Policies from Ridgecrest Title Group Inc. (underwriter: Janet Morales) for NovaMart-owned real property | SPA Section 7.02 | Calderwood & Harkness LLP / Ridgecrest Title Group Inc. (Janet Morales) | Cascade | At or prior to Closing | In Progress | Title commitments and policies for NovaMart-owned real property.
51 | VII. Employment and Retention | Key Employee Retention Plan — Cascade to fund $18,000,000 retention pool; $9,000,000 payable at closing, $9,000,000 payable at first anniversary of closing (subject to continued employment) | SPA Section 6.06 | Cascade (Ted Langford) / Calderwood & Harkness LLP | Eligible NovaMart key employees (other than Julian Reeves and Priya Narasimhan) | At Closing (first tranche) | In Progress | Individual retention bonus letters to be executed prior to closing. 50/50 vesting split.
52 | VIII. Tax Deliverables | Pre-Closing Tax Covenant Compliance — Confirmation that NovaMart has filed all required pre-closing tax returns and made all required tax payments, including estimated FY2024 federal income tax liability of $23,800,000 | SPA Section 6.09 | NovaMart (Douglas Whitfield) / Calloway, Brandt & Loewe LLP / Whitmore & Paige LLP (Sandra Chiu) | Cascade / Calderwood & Harkness LLP (Sylvia Hartwell) | At Closing | In Progress | Tax nexus states: TX (no state income tax), DE (franchise), CA, NJ, GA, OH, IL, PA, TN, FL, WA. Cascade has review rights over pre-closing tax returns.
53 | VIII. Tax Deliverables | Transfer tax payments — Estimated $1,200,000 total, split equally ($600,000 Cascade / $600,000 Sellers) | SPA Section 6.09 | Cascade / Selling Stockholders | Applicable state/local tax authorities | At Closing | Pending | Transfer, documentary stamp, and applicable sales taxes per Transfer Tax Analysis Memorandum.
54 | IX. Corporate Approvals | Cascade Board Resolutions (Closing) — Adoption of resolutions by Cascade Board ratifying and confirming consummation of the acquisition and related transactions | Article VII, Section 7.03 | Cascade (Margaret Alderton / Elena Vasquez-Bright) / Calderwood & Harkness LLP | NovaMart / Calloway, Brandt & Loewe LLP | Immediately prior to Closing | Pending | Signing resolutions adopted May 20, 2025. Closing resolutions in draft.
55 | X. Miscellaneous Closing Deliverables | Resignation letters of NovaMart directors and officers (as requested by Cascade) | SPA Section 7.02 | NovaMart / Calloway, Brandt & Loewe LLP | Cascade / Calderwood & Harkness LLP | At Closing | Pending | List of directors/officers to resign to be provided by Cascade.
56 | X. Miscellaneous Closing Deliverables | Transfer Agent Instructions — Instructions to Continental Stocktransfer & Trust, Inc. to transfer NovaMart stock to Cascade and cancel existing stock certificates | N/A | NovaMart / Calloway, Brandt & Loewe LLP | Continental Stocktransfer & Trust, Inc. / Cascade | At Closing | Pending | Continental Stocktransfer & Trust, Inc. located at 17 Battery Place, Suite 930, New York, NY 10004.
57 | X. Miscellaneous Closing Deliverables | IRS Form W-9 — Executed IRS Form W-9 from each Selling Stockholder for payment processing | N/A | Selling Stockholders / Calloway, Brandt & Loewe LLP | Cascade / Marlowe Asset Management Trust Company, N.A. | Prior to or at Closing | In Progress | Required for paying agent to process distributions.
58 | X. Miscellaneous Closing Deliverables | Pre-Closing Confirmation — Delivery of final closing binder index and executed signature pages for all closing documents | N/A | Calderwood & Harkness LLP (Derek Okonkwo) / Calloway, Brandt & Loewe LLP (Simone Adesanya) | All parties | At Closing | Pending | Closing binder to be compiled by C&H and CBL post-closing.
SUMMARY | Total Items | 58
SUMMARY | Items Complete | 0 | 0.0%
SUMMARY | Items In Progress | 31 | 53.4%
SUMMARY | Items Pending | 27 | 46.6%
SUMMARY | Items Waived | 0 | 0.0%
SUMMARY | Percentage Complete | 0.0%
[sheet: Key Dates & Deadlines]
Date | Event / Milestone | SPA / Agreement Reference | Notes
January 20, 2025 | Calderwood & Harkness LLP engagement opened | Engagement Letter
February 3, 2025 | Cascade Board authorization to pursue acquisition | Board Minutes
February 14, 2025 | Letter of Intent executed | LOI
February 18, 2025 | Diligence commenced | NDA; Clean Team Protocol
April 11, 2025 | HSR filing submitted to FTC/DOJ | SPA Section 6.04 | Filing fee: $2,390,000. HSR tracking no. 1038-00009.
May 8, 2025 | DOJ Second Request issued | SPA Section 6.04 | Initial waiting period (would have expired May 11, 2025) superseded.
May 15, 2025 | Commitment Letter for Term Loan B executed | CL-2025-0515-CRNB | $750,000,000 commitment from Cornerstone National Bank and Caluvori Capital Partners.
May 20, 2025 | Stock Purchase Agreement signed (Signing Date) | SPA | Purchase Price: $1,200,000,000.
August 2025 (est.) | Expected substantial compliance with DOJ Second Request | SPA Section 6.04 | Targeted completion of document production and depositions.
September–October 2025 (est.) | Expected HSR clearance / waiting period expiration | SPA Section 7.01(a) | Clearance from DOJ Antitrust Division.
October 8–10, 2025 (est.) | Estimated Closing Statement and Working Capital Calculation due from NovaMart | SPA Section 2.04; Article VII, Section 7.02(r) | 3–5 business days prior to targeted closing date.
October 13, 2025 (est.) | Bring-down due diligence searches completed | Internal C&H Protocol | 1–2 business days prior to targeted closing.
October 13, 2025 (est.) | Funds Flow Memorandum (Final Version) circulated with confirmed wire instructions | N/A | 2–3 business days prior to targeted closing.
October 15, 2025 (target) | Targeted Closing Date | SPA Article II | Subject to satisfaction or waiver of all conditions precedent.
December 31, 2025 | Outside Date — SPA termination right | SPA Section 8.01 | Reverse termination fee: $30,000,000 (2.5%); Forward termination fee: $30,000,000 (2.5%).
24 months post-Closing | General reps & warranties survival expiration; Escrow release (if no pending claims) | SPA Article IX; Escrow Agreement | Escrow: $96,000,000. Fundamental reps survive indefinitely; tax reps survive 60 days post-statute of limitations.
[sheet: Responsible Parties]
Organization | Role | Key Contact | Title | Address | Notes
Cascade Retail Holdings Inc. | Buyer | Elena Vasquez-Bright | General Counsel | 4500 Elliott Avenue West, Suite 3200, Seattle, WA 98119 | EIN: 91-2847653; Nasdaq: CRHI
Cascade Retail Holdings Inc. | Buyer | Rajiv Sundaram | CFO | 4500 Elliott Avenue West, Suite 3200, Seattle, WA 98119 | Financial lead; fund transfers
Cascade Retail Holdings Inc. | Buyer | Theodore "Ted" Langford | SVP, Corporate Development | 4500 Elliott Avenue West, Suite 3200, Seattle, WA 98119 | Deal lead
Cascade Retail Holdings Inc. | Buyer | Margaret Alderton | Chairperson of the Board | 4500 Elliott Avenue West, Suite 3200, Seattle, WA 98119 | Board-level oversight; closing resolutions
NovaMart Global Inc. | Target | Douglas "Doug" Whitfield | CFO | 1100 Congress Avenue, Suite 800, Austin, TX 78701 | EIN: 84-3291547; Working capital calculation
NovaMart Global Inc. | Target | Amanda Trevino | General Counsel | 1100 Congress Avenue, Suite 800, Austin, TX 78701 | In-house legal lead
NovaMart Global Inc. | Target — Key Management Stockholder | Julian Reeves | CEO | 1100 Congress Avenue, Suite 800, Austin, TX 78701 | Selling Stockholder (18.5%); post-closing employment agreement
NovaMart Global Inc. | Target — Key Management Stockholder | Priya Narasimhan | CTO | 1100 Congress Avenue, Suite 800, Austin, TX 78701 | Selling Stockholder (8.3%); post-closing employment agreement
Calderwood & Harkness LLP | Buyer's Counsel | Harrison Wexford | Responsible Partner, M&A | 599 Lexington Avenue, 38th Floor, New York, NY 10022 | Lead outside counsel
Calderwood & Harkness LLP | Buyer's Counsel | Derek Okonkwo | Lead Associate, M&A | 599 Lexington Avenue, 38th Floor, New York, NY 10022 | Day-to-day deal management
Calderwood & Harkness LLP | Buyer's Counsel | Tiffany Rosenthal | Associate, M&A | 599 Lexington Avenue, 38th Floor, New York, NY 10022 | Bring-down diligence; closing binder
Calderwood & Harkness LLP | Buyer's Counsel — Tax | Sylvia Hartwell | Specialist Partner, Tax | 599 Lexington Avenue, 38th Floor, New York, NY 10022 | FIRPTA, tax covenants, transfer taxes
Calderwood & Harkness LLP | Buyer's Counsel — Antitrust | Howard Bellamy | Specialist Partner, Antitrust & Competition | 599 Lexington Avenue, 38th Floor, New York, NY 10022 | HSR / DOJ Second Request
Calloway, Brandt & Loewe LLP | Seller's / Target's Counsel | Richard Calloway | Lead Partner | 600 Travis Street, Suite 4500, Houston, TX 77002
Calloway, Brandt & Loewe LLP | Seller's / Target's Counsel | Simone Adesanya | Associate Lead | 600 Travis Street, Suite 4500, Houston, TX 77002
Ridgeline Equity Partners, LP | Selling Stockholder (41.2%) / Stockholder Representative | Franklin Osei | Managing Partner | 200 Park Avenue South, 14th Floor, New York, NY 10003 | EIN: 83-4127896
Brindoval Ventures Fund III, LP | Selling Stockholder (22.8%) | Naomi Katzenbach | General Partner | 555 Mission Street, Suite 2900, San Francisco, CA 94105 | EIN: 94-6238154
Cornerstone National Bank, N.A. | Administrative Agent / Lead Lender (Term Loan B) / Revolver Agent | Robert Frankel | SVP, Leveraged Finance | 227 West Monroe Street, Chicago, IL 60606 | $750M TLB; existing $500M revolver agent
Caluvori Capital Partners, Inc. | Co-Lead Arranger / Lender (Term Loan B) | Irene Matsuda | Director | 350 California Street, Suite 1800, San Francisco, CA 94104
Marlowe Asset Management Trust Company, N.A. | Escrow Agent / Paying Agent | Patricia Keane | VP, Escrow Services | One Liberty Place, 1650 Market Street, Suite 3600, Philadelphia, PA 19103 | $96M escrow; paying agent for $1,104M net consideration
Ashford Savings Bank, N.A. | NovaMart's Existing Lender | $150M revolver to be repaid at closing; est. payoff ~$143.2M
Whitfield & Crane LLP | Outside Antitrust Counsel | Gabriela Montoya | Partner | 1200 New Hampshire Avenue NW, Suite 500, Washington, DC 20036 | HSR / DOJ Second Request coordination
Whitmore & Paige LLP | Buyer's Accounting / Tax Advisor | Sandra Chiu | Engagement Partner | 100 Federal Street, Suite 2500, Boston, MA 02110 | Working capital calculation support
Hargrove Mead & Co. | Buyer's Investment Bank | Christopher Dunleavy | Managing Director | 383 Madison Avenue, 22nd Floor, New York, NY 10179 | Advisory fee: $14,400,000 (1.2% of deal value)
Meridian Specialty Insurance Company | R&W Insurance Carrier | Policy No. MSI-RWI-2025-07832; $216M limit; $12M retention
Northbridge Risk Advisors LLC | R&W Insurance Broker | Thomas Ellingsen | Senior Vice President | 125 High Street, Suite 1400, Boston, MA 02110 | Premium: $5,400,000
Sovereign Assurance Group Ltd. | D&O Tail Insurance Carrier | 6-year tail; premium $1,800,000
Ridgecrest Title Group Inc. | Title Insurance | Janet Morales | Underwriter | NovaMart-owned real property
Continental Stocktransfer & Trust, Inc. | Transfer Agent | 17 Battery Place, Suite 930, New York, NY 10004 | NovaMart stock transfer
Apex Economics LLC | Economic Consultant | Dr. Henrik Johansson | Economic Consultant | 900 G Street NW, Suite 700, Washington, DC 20001 | Antitrust economic expert
[sheet: Sources & Uses Summary]
Category | Description | Amount | Notes
SOURCE | Senior Secured Term Loan B — Cornerstone National Bank, N.A. / Caluvori Capital Partners, Inc. | $750,000,000 | SOFR + 275 bps; 7-year maturity; 1% annual amortization; OID 1.5% ($11,250,000)
SOURCE | Revolving Credit Facility Draw — Cornerstone National Bank, N.A. | $200,000,000 | Existing $500M facility at SOFR + 200 bps; maturing March 2029
SOURCE | Cash on Hand — Cascade Retail Holdings Inc. | $250,000,000 | From Cascade balance sheet
SOURCE | TOTAL SOURCES | $1,200,000,000 | = $750,000,000 + $200,000,000 + $250,000,000
USE | Net Cash Consideration to Selling Stockholders (via paying agent) | $1,104,000,000 | $1,200,000,000 − $96,000,000 escrow; subject to working capital adjustment
USE | Escrow Deposit — Marlowe Asset Management Trust Company, N.A. | $96,000,000 | 8% of $1,200,000,000 Purchase Price
USE | TOTAL PURCHASE PRICE USES | $1,200,000,000 | = $1,104,000,000 + $96,000,000
USE (Other) | Ashford Savings Bank, N.A. Payoff (est.) | $143,200,000 | Outstanding principal plus accrued interest on NovaMart $150M revolver
USE (Other) | Estimated Transaction Costs (Buyer) | $47,300,000 | Funded from Cascade working capital; see breakdown below
TRANSACTION COST | Calderwood & Harkness LLP legal fees | $8,200,000
TRANSACTION COST | Hargrove Mead & Co. advisory fee | $14,400,000 | 1.2% × $1,200,000,000
TRANSACTION COST | Whitmore & Paige LLP accounting/tax advisory | $3,100,000
TRANSACTION COST | HSR filing fee | $2,390,000 | Per FTC fee schedule
TRANSACTION COST | R&W insurance premium (Meridian Specialty Insurance Company) | $5,400,000 | 2.5% × $216,000,000 policy limit
TRANSACTION COST | Financing fees / OID (Term Loan B) | $11,250,000 | 1.5% × $750,000,000
TRANSACTION COST | D&O tail premium (Sovereign Assurance Group Ltd.) | $1,800,000 | 6-year tail policy
TRANSACTION COST | Miscellaneous (title, transfer, filing) | $760,000
TRANSACTION COST | TOTAL ESTIMATED TRANSACTION COSTS | $47,300,000 | = $8,200,000 + $14,400,000 + $3,100,000 + $2,390,000 + $5,400,000 + $11,250,000 + $1,800,000 + $760,000
VERIFICATION | Total Sources | $1,200,000,000 | = Total Purchase Price Uses; transaction costs and Ashford payoff funded separately from Cascade working capital
VERIFICATION | Total Purchase Price Uses | $1,200,000,000 | Sources = Uses (balanced)

[sheet: Closing Checklist]

Record

Parties

Dates

Amounts